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CUSIP No. 64066G101

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CUSIP No. 64066G101

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This Statement on Schedule 13D (this "Statement") relates to the common stock, par value $0.0001 per share (the "Common Stock"), of Neothetics, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is 9171 Towne Centre Drive, Suite 270, San Diego, CA.

 

(a)	This Statement is being filed by (i) Ervington Investments Limited ("Ervington"), (ii) Greenleas International Holdings Ltd. ("Greenleas") and (iii) Harmony Trust Settlement ("Harmony Trust"). Ervington, Greenleas and Harmony Trust shall be referred to collectively as the "Reporting Persons".
(b) -  (c)	The Reporting Persons' business addresses are: (i) Chrysanthou Mylona, 3030 Limassol, Cyprus, (ii) Wickhams Cay II, Coastal Building, Road Town Tortola, British Virgin Islands, and (iii) Chrysanthou Mylona, 3030 Limassol, Cyprus.
(d)	During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding.
(e)	During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	(i) Cyprus, (ii) British Virgin Islands, and (iii) Cyprus.

 

The source of funds for the purchaser of the Issuer's securities was the working capital of the Reporting Persons. The aggregate funds used by the Reporting Persons to make the purchases were $1,999,178.55

The securities covered by this Schedule 13D were acquired for investment purposes. The Reporting Persons currently intend to acquire additional securities of the Issuer pursuant to that certain Purchase Agreement as described in Item 6 below. In addition, the Reporting Persons intend to review continuously their position in the Issuer. Depending on future evaluations of the business prospects of the Issuer and upon other developments, including the general economic and business conditions and stock market conditions, the Reporting Persons may retain or from time to time increase their holdings or dispose of all or a portion of their holdings, subject to any applicable legal restrictions on their ability to do so. Accordingly, the Reporting Persons reserve the right to change their intentions and develop plans or proposals at any time, as they deem appropriate. The Reporting Persons may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, acquire additional securities of the Issuer, including additional shares of Common Stock, and dispose of all or a portion of the securities of the Issuer, including the Common Stock, that the Reporting Persons now own or may hereafter acquire. In addition, the Reporting Persons may engage in discussions with management, members of the board of directors of the Issuer, shareholders of the Issuer and other relevant parties concerning the operations, management, composition of the Issuer's board of directors and management, ownership, capital structure, strategy, and future plans of the Issuer, including the possibility of proposing one or more acquisitions, business combinations, mergers, asset sales, asset purchases, or other similar transactions involving the Issuer and other third parties. Such actions may involve one or more of the events referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

(a)	The Reporting Persons beneficially own 9.83% of the shares of Common Stock of the Issuer, based upon 13,730,410 shares of Common Stock of the Issuer outstanding as of October 31, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on November 12, 2015.
(b)	The Reporting Persons have shared power to vote and dispose of 1,349,740 shares of Common Stock.
(c)	In the 60 days prior to this filing, the following shares of Common Stock were purchased in the open market:

Date of Transaction	Number of Shares of Common Stock	Price per Share
December 18, 2015	200,000	$1.3265
December 21, 2015	133,670	$1.3444
December 22, 2015	186,567	$1.3886
December 23, 2015	186,751	$1.5845
December 24, 2015	40,982	$1.5991
December 28, 2015	102,770	$1.6114
December 29, 2015	499,000	$1.5392

 

(d)	Not applicable.
(e)	Not applicable.

 

 

On December 4, 2015, a Buy/Sell Agreement was entered into by and between RMI Investments S.à r.l. and Ervington (the "Purchase Agreement"). Pursuant to the Purchase Agreement and subject to the conditions set forth therein, Ervington agreed to pay a purchase price of $20,000,000 (as may be adjusted) using working capital funds in consideration for 1,585,549 shares of Common Stock of the Issuer (the "Shares").

The consummation of the sale, delivery, and transfer of the Shares is subject to, among other conditions, the designation by Ervington of a person (the "Purchaser Nominee") and appointment of the Purchaser Nominee to the Board of Directors of the Issuer (the "Board"). The Purchaser Nominee will have the same rights, privileges and compensation as the other members of the Board in their capacity as such, including with respect to insurance coverage and reimbursement of expenses, as evidenced by delivery to Ervington of a certified copy of the resolutions of the Board or Nominating Committee of the Board, as applicable, providing for such appointment, and delivery to Ervington of a certified copy of resolutions of the Board which appoint the Purchaser Nominee to the Board effective upon the closing of the transactions contemplated by the Purchase Agreement not later than thirty calendar days following the date of the Purchase Agreement.

The description of the Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1.

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